EdiliziAcrobatica goes shopping in the Emirates and sets foot in the iconic Burj Khalifa skyscraper. The company – specialized in exterior renovation works and listed on both the Euronext Growth markets in Milan and in Paris – has signed an agreement for the acquisition of 51% of the share capital of the company Enigma Capital Investments LLC, a holding company incorporated under UAE law based in Dubai, at the head of a group active in the Middle East in the construction sector, of “rope access”, cleaning services for residential and commercial buildings, as well as some facility management .
In fact, Enigma Capital holds the effective ownership of the entire share capital of a group of companies incorporated under UAE law (SBC, Magnum, Spider Access, Vertico Xtreme) which employ over 400 operators in the Middle East. The objective of the operation is to give international acceleration to the Italian group, born in Genoa, with a view to expanding its commercial operations also in the Middle East, integrating the typical offer of Enigma Capital.
The agreement
The contract relating to the acquisition of the controlling stake in Enigma Capital provides that, at the closing of the acquisition (which, compatibly with the fulfillment of the conditions precedent envisaged by the binding agreement, will be by 31 March), EdiliziAcrobatica acquires 51% of the stakes shares of Enigma Capital which will be sold by the current shareholders, natural persons residing in the United Arab Emirates, who hold the majority of Enigma Capital, against the payment of a provisional price of around 7.2 million euros)
At the date of closing, EdiliziAcrobatica will pay, pro rata, 70% of the provisional price (approximately 5 million euro). The remaining 30% (i.e. the deferred price equal to approximately 2.1 million euros) will be paid to the sellers in cash only if the main operating companies of the Enigma Capital group reach certain targets in terms of net profit during the current financial year 2023 (but an adjustment mechanism is envisaged even if the result targets are not achieved).
If the conditions are met, the agreement provides that by 30 June 2023 the Company will ensure that a capital increase is approved for consideration, so that the selling shareholders can proceed to complete an investment in the capital in the Company.
The issue price of the new shares of the Company will be determined on the basis of the weighted average price by the volume of EdiliziAcrobatica shares recorded on the market during the six months on the Stock Exchange preceding the date of the Company’s resolution to increase the capital. In addition, an earn-out mechanism is envisaged in the event that the performance of Enigma Capital should be particularly positive during 2023.
Financing for Burj Khalifa contracts
Not only that, EdiliziAcrobatica has made 1.5 million euros available to Enigma Capital through the subscription of a loan agreement of an interest-bearing nature which took place on 28 October last with Enigma Capital and the selling shareholders, for contracts relating to maintenance and cleaning work in the tallest and most iconic skyscraper in the world, namely the “Burj Khalifa” in Dubai. The objective is to meet the necessary initial investments as well as the overall management of the project, in particular the recruitment of about 200 more employees, compared to the workforce already present in the UAE group.
«We have worked for a long time – underlined Riccardo Iovino, CEO and founder of EdiliziAcrobatica – to finalize the agreement with Enigma Capital starting from the observation of the market in our reference sector, suspended construction and maintenance works, in the United Arab Emirates. A market characterized by an impressive percentage of buildings on which our interventions will be able to make an enormous difference, both in terms of costs, speed of execution and safety. Our business model, which has proved successful not only in Italy, but also in France, Spain and the Principality of Monaco, will therefore make a difference tomorrow throughout the Middle East where the Group will also consolidate in another important continent in addition to the European one”.